Swancor Advanced Materials (SH:688585) 新华网财经·2025-07-09 01:20Core Viewpoint - The acquisition of Upwind New Materials by Zhiyuan Robotics marks a significant milestone in the A-share market, representing a landmark case for embodied intelligence enterprises on the Sci-Tech Innovation Board [2][13]. Group 1: Acquisition Details - Zhiyuan Robotics plans to establish a holding platform with its core team to acquire control of Upwind New Materials through a share transfer and tender offer [1][4]. - The controlling shareholder of Upwind New Materials will change to Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership), with Deng Taihua as the actual controller [1][4]. - The share transfer involves Zhiyuan Hengyue acquiring 100 million unrestricted shares, representing 24.99% of the total shares of Upwind New Materials [4][5]. Group 2: Financial Aspects - The total transaction price for the control transfer is approximately 2.1 billion yuan, with the share transfer and tender offer price set at 7.78 yuan per share [7][9]. - After the equity change, Zhiyuan Hengyue and Zhiyuan New Venture will collectively hold 29.99% of the shares, with plans to further acquire 37% of the shares through a tender offer [6][7]. Group 3: Company Background and Performance - Upwind New Materials, listed on the Sci-Tech Innovation Board in 2020, focuses on the research, production, and sales of new materials, with a revenue of 1.494 billion yuan in 2024, a year-on-year increase of 6.73% [4]. - The net profit attributable to the parent company for 2024 was 88.6814 million yuan, reflecting a year-on-year growth of 25.01% [4]. Group 4: Zhiyuan Robotics Overview - Zhiyuan Robotics has developed a comprehensive "robot body + AI" technology stack and aims to deliver thousands of units by 2025 [11][12]. - The company has launched several robot families and recently introduced the "Nezha" robot, which features a dual-mode design [12]. - Zhiyuan Robotics has attracted significant investment from major players, including Tencent and JD.com, positioning itself as a leading player in the robotics sector [12][13].